THE GREAT JOURNEY - Listed Company

To the Shareholders of Central Pattana Public Company Limited This year marked the inaugural one in which CPN has managed its business under the new (2011-2016) business plan in the beginning of our corporate reform to raise our capability and support our “To be the most admired and dynamic regional retail property developer with world-class rewarding experience” vision. Our main challenges this year therefore have to do with domestic business growth expansion to remain the leader in this business while restructuring CPN to accommodate regional growth. Economic and retail business overview Healthy, steady growth in the domestic economy, as well as that in the retail and wholesale businesses, marked the first nine months of the year, only to lead up to Thailand’s Great Floods of the final quarter, which wreaked widespread havoc on the manufacturing sector and the retail and wholesale businesses, with a ripple effect on the economy as a whole. Amid the ongoing floods, countless retailers suspended their services because of merchandise transportation and distribution hardship, as did CPN’s three shopping complex projects (CentralPlaza Pinklao, CentralPlaza Ramindra, and CentralPlaza Lardprao)— mainly due to customers’ access inconvenience and concerns for employees’ properties and wellbeing. Fortunately, thanks to employees’ commitment and the methodical security vigilance plans of the management, all CPN properties emerged intact in the wake of the floods. Admittedly, lost were the income opportunities from these three projects through the suspended periods, which— however insignificant—dented the final quarter’s performance. While this unforeseen natural disaster had a direct bearing on consumers’ spending confidence, the Board and CPN executives remain upbeat about the overall fundamentals of the domestic economy and committed to creating sustainable domestic growth. Continued business growth for firm future foundation This year CPN registered success as planned with the launch of three new projects: CentralPlaza Chiangrai in March, CentralPlaza Phitsanulok in October, and CentralPlaza Grand Rama 9 in December. A remarkable fact about all three is that their space rents exceeded 90% on their opening dates. Improved along with each new development were existing projects to supplement value and give CPN’s s h o p p i n g c o m p l e xe s a s e n s e o f completeness, sophistication, and genuine customer satisfaction. Early this year, we temporarily shut down CentralPlaza Lardprao (our first shopping complex, having been in operation for some three decades) for a total facelift, including shop replacement. We fully recognized that this temporary shutdown would affect our short-term bottom lines because of the missing revenue, but this move was in the best long-term interests of CPN. After just six months, the shopping complex resumed operation in August with a totally new look, excellent customer response, and new tenants from leading domestic and overseas businesses, which have strengthened and diversified this landmark shopping complex. This was our distinct pride this year. To lay a firm domestic business foundation, we have planned continued shopping complex launches over the next five years. These formally announced projects, namely CentralPlaza Suratthani, CentralPlaza Lampang, CentralPlaza

020 021 CPN ANNUAL REPORT 2011 Ubonratchathani, CentralFestival Hatyai, and CentralFestival Chiangmai, will come into service in 2012-2013. In addition, we are on course in our plan to grow business in other Asian countries, but since these are new territories for us, we need to take time and exercise more prudence than that for our domestic expansion. Performance outcomes illustrate success This year, CPN and its subsidiaries grossed Baht 12,953 million in revenue, an 11% rise from last year, with Baht 2,058 million in net profit, an 83% rise from last year. This distinctly remarkable performance resulted from an extraordinary item which, if excluded, would shrink these rises to 12% and 21% respectively. Without this extraordinary item, the main causes of the revenue rise are new project launches and steady rises in rental rates in current projects, complemented by efficient marketing expense management. In view of CPN’s overall performance outcomes and financial status this year, its capability for sourcing capital, and future investment plans, the Board will propose to the shareholders’ meeting on April 27, 2012, dividend payment of Baht 0.37 per share, or 39% of the net profit this year. Our common Transformation Mission One of CPN’s challenges is internal restructuring to achieve the “To be the most admired and dynamic regional retail property developer with worldclass rewarding experience” vision. Capability upgrading and organizational strengthening are as crucial as organizational and internal business process restructuring to support future business growth. This year marked the first in which CPN fully entered corporate reform under the Transformation Mission, or T-Mission for short, beginning with corporate restructuring, approved by the Board last year. Ongoing missions consisted of HRIS (Human Resources Information System) and business process restructuring, which accompanied ERP (Enterprise Resource Planning). These two plans are due for completion and trial implementation in 2012. Awards of pride Thanks to our commitment to excellence in corporate development, our management and performance are now accepted domestically and internationally. The year again saw us win the Board of the Year for Distinctive Practices (2010-2011) award, which illustrated management commitment and efficiency for development and design. CentralWorld and CentralFestival Pattaya Beach won several accolades from leading international entities, including the 2011 Asia Shopping Centre Awards – Gold Awards for Grand Opening Expansion and Renovation from the International Council of Shopping Center (ICSC). CPN’s biggest pride, however, was the Thailand Quality Class award, conferred on CentralPlaza Chiangmai Airport by the Thailand Productivity Institute, Ministry of Industry. Success supported by the Central Group By and large, CPN’s success over the years has stemmed from its being part of the Central Group, a leader in the retail business for the past six decades. The Group runs a wide range of businesses—department stores, hotels, restaurants, and assorted retail

businesses. These businesses make up a significant part of the major and retail tenants of CPN shopping complexes. In other words, businesses of the Group are CPN’s commercial allies that have raised occupation rates and boosted other tenants’ confidence, thus generating decent returns for CPN’s shareholders. These commercial relations between CPN and the Central Group, while connected to each other, therefore serve as CPN’s business strengths. That said, the Board recognizes the need for transparency of connected transactions, which must not lead to conflicts of interest. To deal with this risk, the Board has defined requirements for regular commercial conditions that CPN must observe when engaging itself in connected transactions. The Audit Committee values and earnestly reviews the sensibility of CPN’s policy for connected transactions. Each time a significant connected transaction is conducted, the management presents its details to the Audit Committee for review and recommendations. In addition, it discloses complete information as required by the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. Despite the challenges posed by external negative factors and changes inside the Company this year, the unity shown by our employees and executives has enabled us to successfully deliver planned performance outcomes to the shareholders. May we therefore take this opportunity to thank all employees and executives for their full dedication, which has played an instrumental role in CPN’s overcoming of hurdles and keeping it on great strides. Finally, the Board expresses its sincere appreciation to the shareholders, tenants, commercial allies, financial institutions, public agencies, private entities, the mass media, and all customers for their trust in and excellent support to CPN’s business management. Please be assured that CPN will be as committed as ever to running its business with virtue and corporate governance in the best interests of all stakeholders. Our goal is our “To be the most admired and dynamic regional retail property developer with world-class rewarding experience” vision. Mr. Suthichai Chirathivat Chairman Mr. Kobchai Chirathivat President & CEO

022 023 CPN ANNUAL REPORT 2011 REPORT OF THE AUDIT COMMITTEE To the Shareholders: Consisting of four qualified independent directors, the Audit Committee is chaired by Mr. Paitoon Taveebhol, who is knowledgeable and experienced in the review of financial statements, with Mr. Chackchai Panichapat, Mrs. Sunandha Tulayadhan, and Mr. Karun Kittisataporn as members. In 2011, there was a total of 11 Audit Committee meetings, whereby all Audit Committee members attended all these meetings, with the exception of Mrs. Sunandha Tulayadhan, who missed one meeting due to sick leave, and Mr. Karun Kittisataporn, who also missed one meeting due to personal leave. At some meetings, it consulted the President & CEO, the management, the external auditor, the internal auditor, and non-executive directors as seen necessary and provided candid views and recommendations. The Committee reported its performance to the Board of Directors on six occasions, with the following summary of performance and views: Accuracy, Completeness, and Reliability of Financial Statements Reviewed were the quarterly and annual financial statements, significant accounting policies and financial reports, coupled with the consideration of the audit scope and plans, audit methods, and detected issues, jointly investigated by the management and the external auditor. It is the Committee’s view that the Company’s financial reports, prepared under generally accepted accounting procedures, are accurate, complete, and reliable with a sensible choice of accounting policies. Adequacy of Internal Control System, Internal Audit, Risk Management, and Good Corporate Governance Reviewed were the audit reports of Internal Audit and of the external auditor concerning assessment of the internal control system, risk management, and good corporate governance, as well as the improvement of executives’ performance as recommended in such reports, while internal processes of whistleblower system and complaint handling were also considered. It is the Committee’s view that the Company’s internal control system is adequate and appropriate. The Audit Committee has reviewed the annual internal audit plan for the year which is based on the risk-based audit plan and also the outputs based on this plan, as well as have regularly consulted Internal Audit executives in the absence of the management. Additionally, the Audit Committee has approved the hiring of a fully independent external organization which is appropriately qualified to undertake a quality assurance review of our Internal Audit, as well as the use of a generalized audit software in order to enhance the Company’s internal audit activities. Therefore, the Audit Committee considers that the Internal Audit activities of the Company is independent and appropriate. Compliance with Securities and Exchange Commission (SEC) Laws, The Stock Exchange of Thailand’s (SET’s) Requirements, and Applicable Laws Reviewed were the Company’s compliance with SEC laws, SET’s regulation, and applicable laws; in addition, the Committee regularly monitored the management’s improvement approach. The Committee considers the Company in full compliance. Transactions with Potential Conflicts of Interest T h e Au d i t C o m m i t t e e h a s g ive n emphasis in reviewing, on a quarterly basis, all connected transactions as well as those transactions that may involve possible conflicts of interest in

full compliance with all laws and regulations of the Stock Exchange of Thailand. It assigned the Internal Audit to make the initial assessment, as well as, every year, always requested the external auditor to undertake a full review of all these transactions. The Audit Committee considers these connected transactions part of the normal course of business with regular commercial conditions, sensible and fair conditions, and in the best interests for the Company. Suitability, Consideration, Selection, and Endorsement of the External Auditor The Audit Committee made an assessment of the degree of independence of the external auditor and reviewed their activities outputs of 2011, which is their 6th year as the external auditor of the Company but whereby the external auditor authorized to sign the Company’s audited financial statements has been changed since 2009. The overall performance of the external auditor is considered fully satisfactory; and they have been fully independent in their audit activities. Additionally, the Audit Committee had one meeting with the external auditor without any management being present, in order to obtain their direct feedback on the operational activities by and the degree of coordination among the involved management. As part of its process in reviewing, selecting and proposing the appointment of the Company’s external auditor for 2012, the Audit Committee also made comparisons of audit fees by other firms. The Audit Committee also reviewed the proposed audit fees for 2012 together with actual performance outputs and the scope of work to be undertaken by the external auditor; and it, therefore, concurs and consider it appropriate to propose to the Board of Directors that KPMG Phoomchai Audit Limited be again appointed as the external auditor of the Company and its Subsidiaries for 2012 with a total audit fee of Baht 5,530,000. and adequacy; (2) reviewing that both the internal control systems and internal audit functions are fully effective and efficient; (3) reviewing that the Company activities are in full compliance with all the requirements of the securities laws and regulations of the Stock Exchange of Thailand as well as the laws relevant to the business sector in which the Company operates; (4) reviewing and selecting the proposed appointment of the Company’s external auditor; (5) reviewing all connected transactions; and (6) preparing and submitting the Report of the Audit Committee. It is the overall view of the Audit Committee that it had performed its duties adequately and completely. Overall View and Remarks as a result of Performance under the Charter The Audit Committee has made a selfassessment of its overall performance for 2011 on January 24, 2012; whereby this assessment is in 2 parts: Firstly, the overall activities of the Audit Committee during the year. And secondly, the specific activities of the Committee, which in total consist of 6 activities, namely : (1) reviewing of the financial reports to ensure its accuracy Mr. Paitoon Taveebhol Chairman of the Audit Committee

024 025 CPN ANNUAL REPORT 2011 REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE In 2011, the Nomination and Remuneration Committee held two meetings and reported its performance to the Board for acknowledgment after each meeting, summarized below: earned and other relevant factors. The compensation amounts are also compared with industry peers and met with approval from the shareholders. 1. Recruited suitable candidates for tabling to the Board and the shareholders’ meetings at the 2011 AGM for their consideration. The Company offered minor shareholders a chance to nominate directors from 28 September 2010, to 14 January 2011. Since no such nomination emerged, the Committee recommended that the retired directors who finished their terms in 2011 should be reappointed to another term. The 2011 AGM approved every nominated director. 3. Deliberated and provided opinions on succession plans for senior executives to ensure that it linked consistently with CPN’s strategic plans. These plans were efficiently and effectively implemented, with talent management, CPN Leadership DNA, and individual development (IDP) in support of business expansion. 2. Considered the 2011 compensation for the Board and the subcommittees, comprising the Audit Committee, the Nomination and Remuneration Committee, and the Risk Management Committee, and then submitted it to the Board and the shareholders’ meetings for consideration and approval, taking into account their responsibilities and performance related to revenue 6. Reviewed its own charter for more alignment with the situation and best-practice guidelines of regulators. The Nomination and Remuneration Committee cautiously completed its duties with integrity, based on the responsibilities designated in its charter. It adhered to the principle of good governance adequately and suitably for the balanced and sustainable benefits of all stakeholders. 4. Evaluated the President & CEO’s performance in the preceding year and worked with the President & CEO in setting goals and evaluation methods for his performance in the current year. 5. Deliberated and provided opinions on the Company’s human capital policy and organizational development, including guidelines for personnel development and staff engagement in support of business expansion. Mr. Chackchai Panichapat Chairman of the Nomination and Remuneration Committee

REPORT OF THE RISK MANAGEMENT COMMITTEE CPN has defined a clear policy of treasuring risk management while also recognizing its responsibility for ensuring good corporate governance to supplement value to its shareholders. To this end, CPN focuses on developing a risk management system, actively promoting risk management practices across the Company, and defining a sustainable risk management policy to identify business risk factors that encompass all aspects of corporate and operating risks. Emphasis is on management of such risks to an acceptable level to CPN. Two risk management committees are therefore currently in place: 1. The Corporate Risk Management Committee considers policies, strategies, structure, and framework for risk management system at a higher level. Besides supporting the top management in defining the risk management structure to cover the entire company, the committee executes risk reviews, follow-ups, and evaluation of the efficiency and effectiveness of overall risk management, with meetings held at least twice a year. 2. The Operating Risk Management Committee defines roles and responsibilities for directly relevant parties, those responsible for supporting technical risk management aspects and processes, and those responsible for reviewing such processes. The meetings take place at least quarterly to present to its corporate counterpart an overview of the major risks, the mitigation methods, and the outcomes of risk monitoring. The secretary of the Corporate Risk Management Committee is assigned to coordinate and share the major corporate risks so that its operating counterpart can turn strategies into practice to encompass all risks. This year risk management practices are still focused on four keys of risk management: strategic, operation, compliance, and financial risks. Key risk factors this year consisted of: Total preparedness to support CPN’s policy of growth through rapid domestic branch expansion and domestic competitiveness: CPN plans to domestically expand the business, which could affect project expansion, by adhering to the principles of risk management in investment, in-depth analysis, partners’ preparedness, retail management to maintain competitiveness, enough sources of capital, and study of the limits of law, such as the draft act on retail businesses that could obstruct its expansion. Overseas investment: A team has been assigned to study the proper directions and opportunities for investment as well as fluctuations in foreign-exchange rates and interest rates. Change management and adjustment to accommodate new business processes: CPN has developed and installed an IT system that applies the concept and management method of ERP (Enterprise Resource Planning) to serve the crucial business demand. CPN is therefore equipped with modern, effective IT technology that covers its major processes in main and supporting activities. Installed by an experienced, credible expert, this system also aligns with CPN’s vision and strategies that focus on domestic and overseas growth. Fires, accidents, and other threats related to shopping center management: CPN has appointed a loss prevention team under the supervision of its Standard Promotion and Supervision Bureau. Aware of risk factors like fires and floods, CPN developed a manual as the operating regulations for each branch to study. CPN also executes drills to simulate different incidents, practices them, and monitors the outcome to make sure

abbreviated security name of "CPN". Registered Capital: Baht 2,178,816,000 Issued and Paid-up Capital: Baht 2,178,816,000 comprising ordinary shares of 2,178,816,000 shares Par value of Baht 1 per share Contacts: Corporate Secretary Telephone: 66 (0) 2667 5555 Ext.1665 Facsimile: 66 (0) 2264 5593 Email : co.secretary@cpn.co.th Investor .